Adventure
cruise company Lindblad Expeditions will become a publicly traded company
through a merger with an investment vehicle called Capitol Acquisition Corp.
II.
The move
is the latest in a series of deals in which privately owned cruise lines have
become public and gained new financial resources.
In
announcing the merger, the two companies valued the transaction at $439
million.
New
York-based Lindblad has a strategic partnership with National Geographic. It
operates six ships with National Geographic in the name.
After the
transaction, Capitol will own 50% of the company, Lindblad will own 49% and a
foundation affiliated with Lindblad will own 1%. Terms call for the current
owners of Lindblad to receive a $90 million cash payment on closing. Founder
and president Sven-Olof Lindblad will retain 29% ownership in the merged company.
The company will be
renamed Lindblad Expeditions Holdings Inc., and plans to seek a listing on the
Nasdaq exchange. Current management, led by Sven-Olof
Lindblad, will be retained.
The
founders of Capitol will make a charitable donation of 500,000 shares of stock
to the Lindblad Expeditions-National Geographic Joint Fund for
Exploration and Conservation, which has raised $10 million in cooperation with
Lindblad guests since 1997 for local conservation and environmental stewardship
causes.
Capitol is
headed by chairman and CEO Mark Ein, 49, who is associated with a number of
venture capital, private equity and investment concerns. From 1992 to 1999 he
led the telecommunications investments area at the Carlyle Group. He has also
been an analyst at Goldman Sachs.
Capitol
Acquisition raised $200 million in May 2013, for the purpose of merging with a
promising company. It is Ein’s second publicly-traded acquisition vehicle.
“Expedition travel is among the fastest growing segments in the travel industry.
With its well-established brand, long-term National Geographic partnership,
deep management experience and strong consumer franchise in this sector,
Lindblad is exactly the kind of investment opportunity that we were looking
for,” Ein said.
The companies expect the deal to close in May.
The deal to take Lindblad public follows the
initial public offering of Norwegian Cruise Line in 2013 and Norwegian's acquisition of
Prestige Cruise Holdings last year, which resulted in public ownership of Regent
Seven Seas Cruises and Oceania Cruises.
Last week, Genting Hong Kong agreed to buy Crystal Cruises from Tokyo-based NYK Line. While both Genting and NYK are public companies, the deal gives Crystal more financial resources. Genting has committed to finance Crystal's first new ship since 2003.